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Corporations

About Corporations

A corporation is one of the oldest and most widely used business structures. A corporation’s owners are called “shareholders”. A corporation is governed by its directors and managed by its officers. In small businesses, the shareholders often are also the directors and officers.

An S-corporation is a corporation that has made a special tax election to receive “pass-through” tax treatment.

Benefits

A corporation can help protect you from being personally liable for your business’s liabilities. Using a corporation can give you peace of mind without requiring significant cost or complexity. It can also lend credibility to your business and make it more marketable.

Corporations must observe certain legal formalities, such as adopting Bylaws, keeping corporate minutes, and acting written resolutions or consents.

Corporations are subject to federal income tax. Their dividends to shareholders are also taxed. This tax at both the corporate level and the shareholder level is often called the “double tax”. Certain corporations are eligible to become an S-corporation and to avoid the double tax. An S-corporation receives “pass-through” taxation treatment, so federal income tax is only at the shareholder level. This makes the S-corporation structure appealing to businesses of all sizes.

Our Services

Roberts Law assist clients in incorporating and forming corporations. We also prepare Shareholders Agreements. We regularly give clients advice about corporations, and we can help you decide whether a corporation is right for you.

We also work with accountants, insurance agents, real estate agents, wealth advisors, and other professionals to assist their clients with their incorporation needs.

Our services include:

Advice

  • Is a corporation right for me?
  • Advantages and disadvantages of corporations
  • Corporation vs. LLC vs. Sole Proprietorship vs. Partnership
  • How do I use my corporation to protect myself from personal liability?
  • Should my corporation become an S-corporation?

Incorporation and Corporate Formation

  • Incorporation and corporation startup
  • Professional Corporation formation (for doctors, accountants, architects, etc.)
  • Get an EIN (Employer Identification Number), aka “Tax ID Number”
  • Prepare an S-Election
  • Prepare Bylaws
  • Prepare organizational consents, resolutions, and meeting minutes
  • Legal advertisement of incorporation
  • Transfer an existing business into a corporation
  • Help with regulatory approvals for corporations

Corporation Changes

  • Prepare Buy-Sell Agreements
  • Change a corporation’s name or registered address
  • Agreements to add or remove shareholders
  • Change Bylaws and Shareholders Agreements
  • Buy or sell shares
  • Mergers and reorganizations
  • Dissolutions of corporations

Shareholders Agreements

A Shareholders Agreement supplements the Bylaws and sets additional rules for how the corporation will be managed. These are also sometimes called “Stockholders Agreements”.

These agreements may also contain a “buy-sell” agreement that imposes restrictions on the transfer of shares. A buy-sell agreement usually contains procedures for permitted share transfers and price-setting mechanisms. It also may give the other shareholders a right of first refusal to purchase a selling shareholder’s shares.

Our services include:

  • Preparing custom Shareholders Agreements
  • Negotiating Shareholders Agreements
  • Buy-Sell Agreement preparation and negotiation

Unlike online formation services, we’re here for you with legal advice before, during, and after your incorporation, and throughout the business lifecycle.

Why wait? Incorporate Now.